Smudged
by Jazzy Pseudonym
Summary: Loki needs her for his plans. He doesn't want to trust her, but he has no other choice. Fury trusts her with a mission. He rescued her from death, but she doesn't see it that way. She's got the fate of the world in her hands, but she's no hero and rules are meant to be broken...
1. Surprise, Surprise

**Author's Note: **First Avengers fanfic! Thanks to Aileen Autarkeia for the encouragement and support! I do not own the Avengers, but I do own Ilia! Yay! By the way, there's no pairings right now. If you want, go ahead and review with some ideas. (I'm not sure if it'll be a Loki/OC or not...) I don't do slash. Please read and review! ~Jazzy

**Smudged**

**Chapter 1: Surprise, Surprise**

She stood quietly on the roof of the Stark Tower, her legs dangling off of the edge. Down below her the city was silent. Eerily silent. New York was never this quiet. But it was the calm before the storm. She knew the plans Loki had developed for the world. Plans of domination and victory. He had told her in his excitement, he probably didn't mean to. She hadn't decided if she was going to stop it yet.

With a sigh, she jumped off the building.

The air rushed around her face, her hair billowing behind her. It blew into her ears, deafening her. Her clothes whipped around her. She felt free.

The ground approached quickly. She reached towards her right arm and gave it a tap. Large bird-like wings appeared behind her, catching the wind and elevating her aerial position. They were a light cream, dappled with dark brown spots. She manuevered them with ease, having developed flying muscles long ago.

She gently landed on the ground, the wings- having fulfilled their purpose- folded themselves up behind her, then dissolved into her skin. With a shudder, she walked down the street. She wasn't quite used to their dissolving yet. She pulled a communicator out of her jean pocket, turning it on with a click of a button.

"Requesting Transport to the Bird. Over." She murmured into the small speaker inside it. The communicator was small, barely bigger then a quarter. But it had incredible signal power. There were perks for working with the most brilliant minds around.

The communicator buzzed with a reply. "Helicopter has been deployed. Over." She turned it off with a smirk. They had wanted to her to return to the mothership immediately… 1 hour ago. They'd probably be a bit annoyed at her tardiness. She sat on a bench in a nearby bus stop. A few minutes passed uneventfully. Overhead, she heard the rotating propeller of the helicopter.

She stood herself up and walked over to it, stepping inside. The pilot nodded, and the helicopter took off. The assistant pilot tossed her a helmet with a smile. She frowned in reply. The ride lasted a little over an hour, even with the incredibly fast technology equipped. But she wasn't complaining. It was good thinking time.

The helicopter eventually approached the large hovercraft that was flying over Europe. It landed on a large red helipad. She took of her helmet, leaving it on the seat. She grabbed her ID out of her second pocket, flashing it to the military guard near the base entrance. He nodded.

"Go ahead, Ms. Ilia." He said, opening the door for her.

The ship was big. It flew on 4 huge fan propellers. Multiple cooridors and hallways awaited her inside. She walked down the dark hallway to the left noiselessly. You couldn't even hear her footprints.

She pushed open the bathroom door, stepping inside and locking it. She paused in front of the mirror, glancing at her appearance. She had looked better. She turned on the faucet, and splashed water in her face and hair. She had dark black hair and light blue, nearly grey, eyes. She was tall for her age of 18, at 5'11". She wore a black ribbed tee shirt and jeans. On her arms were a variety of tattoos. Her left wrist portrayed fire, on her bicep was a cloud of darkness, and on her inside arm was a small swirling current of wind. Her right arm contained a small drop of water on the wrist, a green vine on the inside, and on the bicep were two elegant wings.

She approached the lockers inside, opening one with a spare hairpin she always carried. She grabbed a purple jacket from the locker, slamming it shut. She pulled it on, disguising her tattoos. No one needed to see them. Especially since they were supposed to be a classified secret.

She walked outside of the bathroom, towards the conference room, where she was supposed to have been _2_ hours ago. She pushed open both doors dramatically.

She was met with multiple glares.

"Ms. Ilia. So glad you decided to show up." The cold voice of Nick Fury echoed in the large room. With a frown, she pulled a chair out of the table and sat down at the opposite end. She raised a solitary eyebrow. Nick Fury wasn't very tall, but he could intimidate practically anyone. He wore a black eyepatch over his left eye. The one remaining eye stared unblinkingly at her.

"What was so urgent that you needed me here? Now of all times?" She asked. Ilia had been deep undercover, working, hiding, doing her job. What was so important she needed to go halfway across the world?

"I wanted you to meet the Avengers." He said simply, gesturing towards the filled chairs. That couldn't be all of it. There had to be more. But she played along, like a good girl should.

She looked at the people in the room. She knew who they were. But she hoped they didn't know who she was. She needed a clean slate. Especially if she was going to be working with them.

"Everyone," They all looked at Fury. "This is Ilia, a field agent… of sorts. She'll be working_ indirectly _with you." He emphasized "indirectly" with a meaningful glance at Ilia. The Avengers nodded, adding small greetings.

"Tony Stark." Fury pointed at the man sitting next to him. Stark a rich genius with far too much time on his hands. His dark brown hair was messy, and he wore a simple shirt and jeans, a faint glow and humming noise coming from the arc reactor on his chest. He smiled at her, Ilia shook her head. She also knew his reputation with the ladies.

"Steve Rogers." Next to Stark sat a young man. He had light caramel colored hair and large muscles. He wore a uniform, red white and blue spandex. In the seat next to him was a large shield. A few bullet marks and soot covered it, yet it wasn't any worse for wear.

"Doctor Banner." Although the man looked quiet and calm now, Ilia could almost see the restricted anger in him. Banner had black hair and tanned skin. He wore a white laboratory-esc jacket. A filled notebook lay on the table in front of him.

"Natasha Romanoff." Ilia knew that the field agent had no "superpowers" but she was just as deadly as the rest of them. Her red hair was curled into a ponytail, and she wore a slick black suit. Natasha gave a knowing grin.

"And then there's Thor." Thor was tall, muscular, and intimidating. He had shoulder length blonde hair and wore thick armor decorated with metal circles and a long red cape. In his hand was a large hammer. Thor's blue eyes pierced Ilia's skin. Thor definitely knew something about her. His face was a carefully constructed mask.

"Thank you, Dr. Fury, for the introduction. But I know that this isn't what you brought me here for." Ilia said finally, twirling a pen on the large desk.

"On target as usual. I just wanted you to meet the Avengers first. If you would come this way…?" Fury stood up, striding towards the door. With a silent sigh, she followed him. The doors closed behind them with a slam. Muted voices sounded on the other side. They were talking about her.

"Ilia, we've got Loki." Fury said. She paused.

"How?"

"It's complicated" was all he offered.

"What do you want me to do?"

"Talk to him. Plan. Plot. Or whatever you do. We want to know his next move."

She snorted. "He's not an idiot. He probably knows he's being recorded and watched."

Fury shrugged. "Just go and do it." She gave a mock salute and walked towards the back of the ship.

The guards in front of the door moved noiselessly away from her as she approached. They had already been given the orders to let her in. The doors were automatic, and they slid open.

The room was large, and in the center of it was a giant glass cage. Inside stood Loki himself, standing with his eyes closed.

Instead of his usual green-and-yellow ensemble, he wore a black suit and tie, with a casual green scarf draped around it. He always had a touch of green in his outfit. Loki was tall, probably 6'1", but shorter than Thor. His raven-black hair was slicked back, curling at the tips. His strikingly emerald eyes opened as she approached. In one arm he clutched a walking cane.

"I admit I was not expecting you to be here, Ilia." He stated simply. His voice was incredibly smooth and calming. They didn't call him "Silver Tongue" for nothing.

"Honestly, I wasn't either…" She replied evenly. "How did this" She gestured at the glass dome that kept him prisoner, "happen?"

"Did they put you up to this?" He raised one black eyebrow, flicking his scarf over his shoulder.

"That's not what I asked." Ilia rested a hand against the thick glass.

"I know."

"_But they're not going to get any answers…" _Loki's voice rang out in her head. Somehow, he could communicate telepathically!

"I didn't know you could do that…" Ilia muttered.

"_There's a lot of things you don't know about. Unlike you, I don't lay out all my cards on the table…"_ He chuckled out loud. Ilia frowned. _"I am the Prince of Trickery after all."_

"What are you going to do now?"

"Stand here." He laughed. His laugh was pleasingly light. She wished she could hear it more often.

"I'm being serious."

"Indeed." He mentioned out loud. His next words echoed in her mind.

"_I'm not going to tell you. I enjoy the pleasure of secrets. And occasionally caution. You may work for me, but I don't underestimate Nick Fury's powers of… persuasion. And you my friend? You're as slippery as a fish. In your line of work, I can't be too careful. Who knows where my words might land?"_

"You can trust me!" She said, removing her hand.

"_I do. Just not with this". _And with that, he fell silent, stepping back from the glass. He retook his position in the center of the dome. His ivory pale skin was obscured in shadow.

"Fine. If you need my help with…anything. You apparently know how to contact me." She said, tapping her head. The doors slid open as she exited.

"Goodbye Ilia." Loki said with a grin, and a mock wave. She watched his clothes spiral back to his normal costume. He had dressed like a human for her. However, it didn't make her feel any more special. It was probably just another one of his manipulative tricks.

Nick Fury was waiting for her outside.

"Get anything useful out of him?" He asked eagerly, or at least as eagerly as the serious man could muster.

"Nope."

**End of Chapter One**


	2. Confrontation and Conversation

**Author's Note: **Second chapter! Yay! Thank you to my 1 reviewer! And to answer your question, Clint is still "loki-fied" at this moment. Note: I do not own the avengers, just Ilia!

**Chapter 2: Confrontation and Conversation**

Nick Fury had left her alone after that. She stepped in to the small room he had assigned her. The walls were a pale grey and a single twin bed remained in the center. A small desk was on the right side of the room, and a nightstand and lamp on the other.

_Accommodations for a king, _Ilia thought sarcastically.

She couldn't get Loki out of her mind. She knew he was planning something. She just didn't know what. She didn't want to tell Fury, though. In her line of work, she had to choose what to divulge. She walked a thin line. She had to play the game right. To trick both the director of S.H.I.E.L.D. and the God of Lies was a daunting task.

She sat herself down on the bed, closing her eyes for a brief moment.

Someone knocked on the door.

"Who is it?" She called out.

"Me." It was a deep voice. She didn't recognize it immediately. But then it hit her. She jumped off the bed, throwing the pillow back in place. She unlocked the door and opened it to reveal Thor. He stood awkwardly near the door, his hammer was missing.

"What do you want?" She asked, holding the door open just a few inches. Thor blinked. Thor was rather tall, come to think of it, probably 6'3" or 4". He dwarfed her.

"I just wanted to talk. Can I come in?" He asked.

Ilia frowned. "Fine." She pulled open the door, to allow the thunder god inside. He pulled the desk chair out and sat on it, she placed herself on the bed.

"What do you want to talk about then?"

Thor paused. "…You know Loki?"

Ilia sighed, pulling a lock of hair behind one ear. She cradled the pillow in her lap. "Yeah. But it's kinda a long story."

"I have the time." He said simply. She noticed him staring at her clock. It must be such an unfamiliar world to him. His people were much more advanced them humans.

"I don't really want to talk about him right now."

"The Fury man wanted you to converse with my brother, did he not?"

"Yes." She admitted. Thor could easily hurt her, but she had a feeling he would not. He was obviously attached to the planet, and its occupants.

"Why?"

"It's complicated."

"I am tired of your riddling answers, human!" He raised his voice, standing up. He paced across the tiny room.

Ilia stood herself up as well. "Look, Thor. I understand you're probably overprotective or even filled with rage for your brother. But I honestly don't want to talk about things that have happened in the past. You have your brother in captivity. I'm helping you. I don't understand your problem." She replied.

"My problem is that my brother is dangerous. He's got many under his control-" Thor began, but was interrupted.

"Look. I'm not brainwashed! Look at my eyes. Grey. Not freaky blue!" She pulled him closer to her, staring at him intently. He pushed away from her.

"You did not let me finish!" Thor shouted. "It is apparent you are not Loki's slave. It is just that he is the god of deceit. You cannot trust him. And if you associate with him, it is only logical that you are the type of person I cannot trust either."

Ilia grew silent. "I-I understand your reasoning. But Director Fury trusts me. Maybe you should too." She shrugged, walking over to the door and opening it. "Goodbye." Thor guessed he was no longer invited inside. He walked out with a few dramatic stomps.

Ilia shut the door and locked it. She collapsed on the bed with a sigh. Maybe the Avengers were smarter than she originally thought. But it shouldn't be too big of a setback. Either way, she'd survive. She was made to.

She pulled the covers over her head, ready to sleep. Her eyes closed. The steady whirring of the ship's engines provided a rhythmic lullaby.

She woke up at midnight. It wasn't from a storm or from the engines. Instead, her body decided it had enough of rest. When she had been created, the scientists had engineered her to only sleep as long as she had need of.

They wanted her to be efficient.

She shoved the covers off of herself, tossing everything into shape. She didn't have any new clothes set out, so she continued wearing yesterdays. With a quick finger brush through her hair, she opened the door, placing her room key in her back pocket.

The hallways were dark, with only a small light here and there to illuminate it. She walked down the hallway. A few guards were posted along the walls and at some doors, but none of them gave her a second look. She found herself walking towards the room containing Loki.

The guards were different from before. She held out her ID, and they let her through. The door slid open like before. The room was a big one, she noticed. The ceiling was tall, probably 20 feet. It was a wide room, filled mainly with the glass dome. Along the walls were controls. She noticed several cameras posted on the walls.

She walked inside cautiously. Loki sat, his back facing the entrance. He wore a simple black robe, decorated with green embellishments and golden buttons. On the ground nearby lay his staff. He breathed deeply.

"Couldn't sleep?" He asked her, his voice echoing through the room.

"Nope." She shook her head. Loki remained motionless. "What about you?"

He chuckled. "I don't need to sleep."

She walked closer, finally sitting down nearby. "Thor talked to me."

"Was it about me?"

"No, he just wanted to find out my preference in donut flavor." She said sarcastically. "Of course it was about you!"

"Thor is a fool."

"He seemed quite smart at the time. He assumed that I couldn't be trusted. I think he was warning me." Ilia mused. "Or threatening me."

"No one can trust you. It's a fact of life." Loki stated. His legs were crossed, his hands resting on top of them. He still refused to look at her.

"You seem to."

"I am the master of lies," He finally turned around, his eyes staring at hers. His arms extended outwards. "I don't trust anyone. But some people I find myself having to…rely on." He spat the last part out.

"Are you ashamed of having to consort with a human?" Ilia asked. She looked down, not able to hold his gaze.

"Essentially, yes."

Silence filled the room.

"I should go." She stood up, brushing dust off of her pants.

"Yes."

She turned to leave, disappointed. "Ilia?" Loki called out.

"What?"

"Be…careful."

She walked away, the doors opening noiselessly to let her out.

**End of Chapter 2**


	3. Coffee Break

**Author's Note: **3rd chapter! Thank you for your reviews, ! This is the last of the prewritten chapters, so the updates might be a bit more irregular. However, the more views and reviews I get, the faster I am able to write! ~Jazzy

**Chapter 3: Coffee Break**

Ilia was confused. Sometimes Loki seemed to like her, other times he was harsh and distant. He couldn't be trusted. Neither could she trust her own feelings. She had to live by her instincts.

She didn't want to deal with going back to her room right now. It was still late, and she didn't want to sleep. She stormed out of the room, pulling her fingers through her hair with a deep sigh. She walked in the direction of the conference room.

Only instead of going inside, she turned left and walked into the small coffee room nearby. She flicked on the lights.

She wasn't alone.

At the sight of the figure, she jumped into attention, all her senses going insane at once. Then she realized who it was and relaxed.

Captain Steve Rogers stood next to the coffee machine, fiddling with it. He wore a red shirt and dark blue pajama bottoms. He blinked rapidly as the light turned on. He turned around, smiling when he recognized her. "Ilia! Didn't expect anyone to be awake…" He muttered quietly. In one hand he held a purple coffee mug, empty.

She twisted her face into what she assumed was a grin. "Likewise, Captain."

"Call me Steve," He said, nodding his head. He jabbed at one of the coffee machines buttons. It beeped loudly in reply. Spilled coffee grounds littered the cabinet tops and multiple drawers had been pulled open.

"Okay then, Steve." She walked further into the room. The room was rather small. It had a countertop and cabinet system, with a table and four chairs clustered in one corner. A sink was filled with mugs and plates, and a little refrigerator stood on one side of the countertop. It's hum filled the room with white noise.

"You wouldn't happen to know how to work one of these?" Steve asked ruefully, lifting up the machine. "They've changed a bit since my time…" Ilia suddenly remembered that the Captain wasn't from this year. Or decade. Or this half-century.

"Yeah sure," she stepped towards the machine. Steve had put the coffee grounds in the wrong spot- where the water was supposed to go. She unplugged the machine, and rinsed it out in the sink. She filled the water container fully, not knowing how much coffee the Captain had wanted. She rummaged through the cabinets, finally finding the one with the coffee mix. She poured in the mix, and plugged it back in. Ilia pressed two buttons, and the coffee started brewing. It spat out the liquid slowly.

"You think they'd have a more high-tec system…" she muttered under her breath.

"Thanks for the help." He said, opening an upper cabinet to pick out a second mug. "You want some, right?"

"That'd be great." Ilia pulled out a chair and sat down, resting her hands on the wooden table. They let the coffee brew in silence, listening to the gentle hum of the machine. The machine beeped, signaling its job was done. Captain Rogers grabbed the two mugs and poured the fresh coffee into them. He handed one mug to her.

"Thank you," She pulled the mug close to her face, breathing in the warm scent of coffee.

"So what brought you up here?" He asked, taking a sip from the burning hot coffee. He seemed unfazed, as he drank a second time.

"I finished sleeping."

"Finished?" He asked with a laugh.

"My body is programmed to only sleep as long as it needs to. It's very efficient. I don't waste a lot of time." She admitted, testing out the warmth of the coffee. It was still hot, but she drank from it anyway. Her tongue cried out, but she ignored the pain.

"That's…interesting. So you are…genetically altered? Like me?" The Captain questioned. He drank his coffee like her, not waiting for it to cool down. He seemed unbothered by it.

"Yeah…" Ilia gazed down at her feet. It wasn't really a good topic.

"What can you do then?"

"A lot, actually. Probably too much." She added with a whisper, "Some people don't understand moderation."

"So is that why Fury's on edge with you?"

"Ha. Not really. He just doesn't trust me." She shrugged. "He likes my powers, which is why I got stuck in this mess. But he still doesn't like me."

"Then why does he let you work for him?" He looked confused as he sipped the coffee. He straightened out his shirt. It was completely unwrinkled. Military guy, she knew.

"I suppose he needs me. As far as I know, I'm unique. And I'm the only one who can successfully accomplish what he needs me to do."

"Which is…?"

"I can't tell you."

"Or you'll have to kill me?" They both laughed.

"What do the others think?" She said quietly. "I mean, about me?" It was partly from curiosity, partly to judge her next move. First step of surveillance is to test out the waters. She wanted to know where she stood. What could she get away with?

"Well." The Captain began. "Bruce thinks you're okay, Tony finds you…interesting," He paused, unsure of the wording. Ilia thought she understood his meaning "Natasha says she doesn't think we can trust you, and Thor… he just doesn't like you in general." She snorted. Of course he wouldn't, she thought back to their earlier conversation.

"What do you think about me?"

"I think you're pretty trustworthy. At least, that is what it looks like. Fury says you'll be working with us, and I've learned to trust the leader's judgment." He stated proudly. "It's important to always trust your leader and to do what they say.

"Just like a good little soldier should…" Ilia muttered under her breath.

"What was that?"

"Nothing."

"Ah." Both sipped their coffee to fill the silence. Steve spoke up first. "What do you do? I mean, power-wise? I mean, you didn't really tell me earlier. You do have them, right? Genetic alteration can be tricky and all…"

She gave a small laugh. "I have powers." Ilia pulled off her jacket, revealing her arms. The Captain gasped, then covered his mouth. She stared at the tattoos on her arm. They revealed a story she hadn't told anyone. Well, except for Fury.

"What do they do?" He stammered, still in shock.

She threw the jacket off to the side. "Well. I know you have…experience with injections of power." Ilia looked at him, he nodded silently. "After your time, they grew unhappy with your type of injection. They wanted more power. They found out how to gain the essence of the elements- fire, water, earth, air, and darkness. They started performing experiments. Many, many failed tries later, they succeeded in injecting a human with all five." She looked at her arm. "And then they gave me wings. For fun, I suppose. It's occasionally kinda cool. But they owe it to me to give me some fun. It's only fair- they put me through hell as a child."

"I had no idea…" He said quietly. "…that they'd do that to you…"

"No one does." She replied.

She rubbed her arms, adjusting them to room temperature. Steve set down his cup on the table with a 'clunk.' "What about Fury? I mean, does he know?"

"Oh, he knows," was all she offered.

"And is that why he uses you?"

"Something like that." She stood up, grabbing her jacket off the floor. "Thanks for the coffee. I think I'm going to go back to my room." She muttered the excuse. The conversation had gotten too personal. _Idiot, _she called herself. _You divulged too much. _

"Sure. Go ahead." He said with a smile and a wave. The Captain was a genuinely nice person, something she didn't see often. Everyone had a dark side, some more than most. She supposed he was one of the blessed ones. His dark side had to be almost nonexistent. He was the super soldier of America. She was the lucky mistake that just happened to succeed. She was nobody. Almost 100% dark side.

And most importantly? She was expendable enough to kill at a moment's notice.


	4. Loki's Plan

**Author's Note: **I may have changed some of the details of Loki's escape. *Shrugs* Artistic License? Oh well, had to make it fit in with the plot… But I have tried to keep the dialogue for it. Working on Chapter 5, so not sure when I'll get the update. Yay! More reviews! Please continue to support meh! ~Jazzy

**Chapter 4: Loki's Plan**

Clint crouched on the transport. It was time, he sensed it. He signaled his men to move in. They all ducked into the building, rushing off to do their respective jobs.

_Go dispose of all who stand in your way. _The orders ran through Hawkeye's mind. He nodded, agreeing and jumped down unto the ship. _And find Agent Ilia. Transport her with you. _The ship was chaos. People ran, screaming around. It was just past dawn and the sun illuminated the sky. Everyone onboard was still sleepy and lethargic.

He immediately shot an agent who was running through the hallways. Recognition fluttered in his mind briefly, but he ignored it. In the distance, he heard roaring. _The beast is unleashed…_

* * *

Ilia immediately knew something was wrong. Not that it wasn't obvious. She heard the explosion, rocketing her from her dreamlike state of sleep. She discarded the pieces of her communicator, which she had repeatedly taken apart earlier, and stood up. She threw her jacket in the corner of her room, rushing out of the door.

Her first thought was _"Loki." _She dashed towards the room which held him captive. The halls were deserted, and partially destroyed, but to be careful she turned herself invisible. If anyone was mounting an attack on the ship, it would be Loki's men.

The doors were already ajar. Loki stood outside his cell, alone. He seemed to be able to see Ilia perfectly, even invisible. His green eyes flashed with mischief. "Hello dear," he gave a small grin.

"I'm not your dear," Ilia snarled. "And what are you still doing here? I thought you'd be gone by now?" She asked. Loki laughed.

"Why would I leave so soon? The party's barely started!" He flicked his hands out, as if magicking something, somewhere. She had a sinking feeling in the pit of her stomach. Something in the distance crashed.

She heard bellowing. Thor had come to check on his brother.

"You better hide," Loki sang. She looked around her. Where? "Oh wait, he can't see you anyway. Just stay out of my way." He glared at her. The last part was deathly serious. Whatever Loki was going to do, it was between him and Thor.

Thor ran into the room. Right next to her, Loki appeared. He pressed his finger up to his lips. "ssh" he mimicked. She suddenly was unable to speak! _That evil, vile, rotten…. _Her cursing was stopped as soon as she noticed Thor.

He hadn't stopped running. He was still running towards the image of Loki- the fake duplicate! He ran straight into the double, but fell into the great glass dome instead of tackling him like he expected. The door shut behind him as Loki materialized for real next to the control board.

"Are you ever not going to fall for that?" Loki chuckled. Thor banged on the glass walls. Helpless. Ilia motioned forwards. Maybe she should help him? _No. _She thought grimly. _He hates you. He said he can't trust you._

_You're proving him right, _her conscience rebuked her.

_Maybe that's the way it needs to be…_

It was the exact type of situation she wanted to avoid. Yes, she liked making a difference, but lives- possibly the world- was at stake. She was a shade of grey in a war of black and white.

But she had always liked her colors just a shade darker.

"The humans think us immortal. Shall we test that?" Loki extended his arms, as Thor banged Mjolnir against the glass dome. A large crack ripped through the glass. But it didn't shatter. He was still trapped. Ilia shrunk down on the ground, sitting herself down against the cold metal of the wall. She curled her arms up against her legs, holding herself.

Loki strode towards the control panel with a smirk.

She heard the sound of the door, which had gone through way to much abuse then any door should've, as it was rudely shoved out of the way. Agent Coulson stood in the doorframe, a large weapon in his arms. Ilia recognized it… it was one of S.H.I.E.L.D.'s new Phase Two weapons… Whatever it did was NOT good, she was certain.

"Move away, please." Coulson said with a determined smile. Loki, emerald eyes full of… surprise, slowly backed away from the panel. The Agent held up the gun loftily. Ilia felt herself stand up. Her arms stung, and she itched to press any of the tattoos. Self preservation was a hard trait to get rid of. The room was suddenly much more dangerous. "You like this? We started working on the prototype after you sent the Destroyer. Even I don't know what it does. Do you wanna find out?"

The whole room seemed to go in slow motion. Coulson's finger went to the weapons trigger right as the God of Mischief disappeared. Ilia's eyes widened.

She saw the flicker of movement first. Loki rematerialized behind the Agent, and with a wicked smile, thrust his spear straight into Coulson's heart. His weapon fell to the floor as he collapsed with a yell. It was breathy and desperate. A dying man's shout.

"No!" Thor screamed, banging his head and Mjolnir against the glass. He fell to his own knees, like the Agent. Loki gave a small huff. Ilia felt frozen.

The room was tainted with the poison of death.

Loki resumed his work, brushing his hands against his cape, as if to rub the blood off of them. He dramatically rested his hand over the button that would release the dome into the sky. Biting his lip and holding back a laugh, Loki hit the button.

The prison dropped suddenly. So suddenly that Ilia didn't even realize that it had happened at first. Loki turned his back on the gaping hole. For the most fleeting of moments he stared at her. His green eyes locked into her grey ones. _Are you coming, woman? _His voice rang.

She stood there, unmoving. Did she want to go with him?

A cough reminded her of the dying man. "Y-you're going to lose…" He whispered as Loki started to walk away.

"Am I?" Loki spoke as if he were talking to a young child. A child who knew nothing, but his parents humored him.

"It's in your nature," Coulson stated matter-of-factly.

Loki looked around him. He spread his arms out, indicating the status of the airship. "Your forces are scattered. Your floating fortress falls from the sky. Where is my disadvantage?"

Another cough. "You lack conviction."

"I don't think I-" Ilia sprung up at that moment. She had just noticed what the Agent was doing. But she was too late. Coulson's finger pulled the trigger of the weapon he had brought. While Loki was distracted by their conversation, he had gotten it into a firing mode.

The god rocketed into the wall as the compressed burst of energy rammed into his lithe frame. He passed through the first wall and kept on going.

"So that's what it does…" Coulson said with the last smile of a doomed man.

Still careful to remain invisible, Ilia walked past him. A small murmured prayer in her mind. _He is just a casualty of war, _she attempted to remind herself._ And you've seen dying people before. No need to get worked up about it…_ Yet she felt so numbed.

Coulson had collapsed, his weapon clutched desperately in his arms. Ilia walked towards the door brushing her hair out of her face. She supposed she had to go find her 'boss.' But which one? Fury or Loki?

Well, there was Fury. He ran down the hallway hurriedly. But she didn't stop him. She didn't turn visible. She couldn't talk to him now. How would he react? She had stood in the room as Loki escaped. She hadn't helped Thor, even though she could have. She didn't stop Loki from killing Coulson. She wasn't the perfect little mutated agent that the Director wanted.

Why now, she was probably just an unwanted risk. And she'd done too many bad things to earn forgiveness…


	5. A Dash of Pepper

**Author's Note: **This chapter has a bit of a strange ending, mainly because I had to stop it short. It was getting too long. Going on a trip, don't expect any updates for at least a week! Thanks to my reviewers! (Especially you, Loki'd (whoever you are) for reviewing all four of my chapters in one sitting!) And thanks to Bookworm, who has faithfully reviewed! ~Jazzy

**Chapter 5: A Dash of Pepper**

Ilia ran down the hallway, her steps silent and her appearance invisible. "Loki?" She whispered. She could only hope the god could hear her. Suddenly, a hand grabbed her arm. It was exceedingly cold, much colder than any human would be. She could almost feel the frost on her skin. She was pulled into a small room. She recognized it as the coffee room she had sat in this morning.

"Shh." Whispered the lone voice, which she recognized as Loki. He pulled her closer to him. "Hang on tight. We are leaving." He stood tall, but pressed against the wall. She could hear sirens and alarms all in the ship. And the ship wasn't in the best shape either. The whole airship was leaning, because of the failing engines. In the distance, Hulk roared. Ilia flinched.

"What happened to Barton?" She whispered quickly, noticing the absence of the archer. Loki visibly scowled. Which was saying something, considering the dark room.

"He's indisposed as of now. Now be _quiet_ or I will silence you myself." This was the first time she had even heard him sound…angry. Before he was so calm, so collected. Even under pressure. This was a new Loki she had never seen before.

Ilia raised her hands in the universal "woah, sorry bro" gesture. Then she felt herself moving. Almost flying. The walls were compressing around her. Squeezing her. She felt the reassuring hand of Loki still on her arm. It was like she was falling through quicksand, yet going 1000 miles fast at the same time. Colors of purple and green and black swirled around her.

Then, as abruptly as it started, it stopped. She looked out on New York City from the top of a tall skyscraper, wind ripping at her skin and clothes. "Stark Tower…" She muttered. Loki stood slightly behind her, and dropped his grasp of her arm.

"What happened to your airships?" She asked, walking around the roof area. "The one's Clint piloted?"

Loki shrugged. "They'll get here… eventually. I just wanted to get here early. Make a few…preparations before … company arrives." He sounded back to normal again.  
"Well, if you didn't know, Fury's going to be furious with me. I'm M.I.A." Loki gave her a confused look. She sighed. "Missing in action. He'll probably never want to see my face again." _There goes my 'agent' job. And just after I got a promotion… _she bitterly thought. But at least the view was incredible. And she was free, for now.

She gently tapped her air tattoo and felt the breeze a hundred times stronger. Her hair was whipping past her. She closed her eyes. She was almost flying. Everything was so light, so free.

A hand was placed on her shoulder. She jumped, immediately spiraling around. Only to cause a jet stream of air to attack the God of Mischief's face. His perfectly styled raven-black hair was messed up. Irritation danced in his eyes. He was clearly not amused. She tapped her gift off with an apologetic grin.

"Is there something you need?"

He snorted. "There's work to do, Ilia. Selvig's on his way. And he'll need some assistance." He said coolly. He wore heavy armor and a flowing green cape. Loki certainly didn't look like he had been imprisoned for the last few days… But, that was probably one of the perks of being a god.

"So I'm supposed to do…science?" She asked, eyes narrowed. He raised an eyebrow.

"Is there a problem?"

"Me and science don't really get along that well. Something about me defying most of it…?" Ilia explained, but Loki's expression clearly said 'nobody cares.'

He sighed, brushing back the hair that she had disturbed. Ilia uncomfortably rubbed one arm. It was actually slightly cold up here, on the bajillionth floor. "So what should I do?"

"Go pick up some supplies."

"What kind of supplies? Where are the supplies even?" She snorted. She really wished she had her jacket right now. She tapped on her fire gift and held a small flame in her hand. Much better. Instantaneous warmth.

"Do you mind not putting that fire so close?" Loki frowned, taking a few steps back from her.

"It's cold."

"You call this cold?" the God of Mischief snickered. "This is nowhere near cold." Just to tease her, he began fanning himself with his hand. "And if you must know, I need some of Stark's technology to set up the portal. His laptop and a special blue cable. It should be in his laboratory. Wherever that is…"

"Great. I'll go do that…" She said, extinguishing the fire, extremely glad to be heading inside. She opened the metal door and jogged down the steps into the tower, surprised at the lack of security. This was unlike Stark…

"Intruder alert," said a robotic voice… with a British accent. Ilia's eyes widened. Yup, Stark had security. "Please identify yourself immediately."  
Ilia cleared her throat. The room she was in was a simple living area. It had a few couches and lights inside, but otherwise empty. "Maria Hill, from S.H.I.E.L.D." she smoothly lied.

The robotic voice was silent for a few seconds, probably processing the information. "I'm sorry, but your identification does not register. You have 10 seconds before the local authorities are called." _Crap, _she thought. She had to scramble. Even though she could handle the cops, she didn't want them notified to Loki's-and her- location.

"That's all right Jarvis, no need. She's with me," said a cool female voice. Ilia turned around. Behind her stood the legendary Pepper Potts, aka the one woman who could keep Stark under control. She was a few inches shorter then Ilia, with red hair. She had on a black pencil skirt and a white blouse.

"Yes, Ms. Potts" The robot, Jarvis?, replied.

"I don't believe we've had the pleasure of meeting" Mrs. Potts said, extending one arm. She was surprisingly welcoming to the intruder in her home. Ilia cautiously returned the gesture. "I'm Pepper Potts, but call me Pepper. And you are?"

"I don't really feel like-"

"I let you in." She said with a smirk. "Now would you mind telling me your name?"  
"I'm… Ilia. And I really do work for S.H.I.E.L.D." _At least that part wasn't a lie._

"And you know Tony?" Pepper asked. Ilia nodded. The woman smiled, taking a seat on a leather couch. She gestured for Ilia to join her. Reluctantly, she sat down. The couch was actually rather comfortable. "How is he? I haven't heard from him in a long time. He just left with the Agency. Didn't even call to say goodbye…" They obviously had some unresolved issues, based upon Pepper's expression.

"He's doing fine, just had some issue on the Helicarrier. He asked me to stop by the tower, pick up some things for him. He has to make repairs, and the supplies were nowhere else." Ilia shrugged, spreading the lie with ease. And Pepper bought it.

"Oh, well I can escort you to his lab. Would you like anything to drink first?"

"No, I'm fine," said Ilia with a small smile. "I have to head back to give the supplies to Stark as soon as possible. It's borderline small emergency."

"Well then let's go now," Pepper stood up. Ilia stretched a little. Pepper led her down to the elevator, commanding it to go to the lower floors. The elevator was fast, but it had a long way to go. Ilia felt uncomfortable as Pepper glanced at her. She hadn't been able to shower in a couple of days, her pants were covered in mysterious black smudges, and her tee shirt was equally dirty.

So her next statement surprised her. "Nice tattoos. Do they mean anything?"

Ilia laughed. "You could say I'm a… fan of the elements." She looked at her arms with a little frown.

"And if you need anything else… a change of clothes, food, whatever, just ask me." The woman was so accommodating. It made Ilia a little guilty about lying to her. But not guilty enough to stop.

"That'd be great, thanks. I haven't gotten the opportunity to change in a while…"

"No problem, any friend of Tony is a friend of mine." Ilia faked a smile as she walked out of the elevator. Considering her betrayal, she was certain that right now, she and Tony were anything but friends.


	6. Kill Your Heroes

**Author's Note: **This chapter was heavily inspired by AWOLNATION's "Kill Your Heroes" which is a really good song, by the way. Sorry for the long update wait time, but whatever. Revengers is updated and stuff, which is great. I have a prequel sketched out for Smudged called "Inked." Lemme know if you're interested! Sorry if the chapter's a bit short, I wrote it all today. 0_o ~Jazzy

P.S. Keep on reviewing! :)

**Chapter 6: Kill Your Heroes**

Ilia rummaged through the desks, avoiding the awkward gaze of Pepper Potts. Finally she found Tony's spare laptop. "Here it is…" She exclaimed, gently picking it up. The last thing she'd need was to break it… Nearby she noticed the thick blue cable she had also been assigned to find.

"This should be all of it," Ilia said, standing up with the gear.

"Great. I can go get a change of clothes for you now. Or do you need to go see Tony ASAP?" She asked.

"I think I can spare 5 minutes. Then I should take off." She followed Pepper towards the elevator. Pepper pressed the elevator button and it zipped down to level 16. The doors opened with a whirr. It was a small living space, with doors against the walls.

"Sit in here, I'll go get some stuff," Pepper smiled. Ilia sat down on the couch. She set the laptop and cable gently on the coffee table and sighed. It made her feel bad to take advantage of a person like Pepper. Kind, innocent, obviously a good person. But Ilia had a mission. And she couldn't let her conscience get in the way of the big picture.

The farthest door opened and Pepper emerged. "Here. I set up a shower and a change of clothes. No girl should have to go around, no offense, looking like that." Ilia laughed.

"Thank you. You've been too kind, really." She left the laptop on the table and walked into the room, which proved to be a small bathroom. Ilia shed the dirty soot covered clothes on to the floor and stepped into the shower that was already running hot. She adjusted the dial to be blazing hot. Ilia ignored the pain she was feeling and just let the boiling water dabble against her skin. It reminded her that she was human. She had feelings. She could get hurt. It was a good reminder. She picked up the shampoo and soap and scrubbed herself thoroughly.

The whole process took less than 3 minutes. She turned off the water and stepped out, wrapping the towel around her. She put on the clothes and looked at herself in the rapidly defogging mirror. The clothes were obviously Pepper's old clothes, they appeared to be her style. But they were practical. She wore dark skinny jeans and a white tee shirt. A business casual light blue button up was left unbuttoned over top. Okay, not the most practical world-domination clothes, but they were free.

Her hair was still soaking wet and she didn't have a hairbrush. She grabbed a hair tie that was on the counter and drew her mane into a sloppy bun to air dry. She looked decent enough. On the bright side, she was grime and dirt free.

She stepped outside the bathroom and noticed….

A gun. Pointed straight at her. Pepper Potts held a gun up, staring at Ilia cautiously."I want the truth. Now. And I mean the truth. I will shoot."

Ilia paused. "I underestimated you…" she muttered. "How did you find out?"

"I got a call from S.H.I.E.L.D. warning me that intruders might be headed my way. They also told me to be on the lookout for a missing rogue agent named Ilia. It wasn't that hard to put the pieces together." She raised an eyebrow and looked at me. "Now don't think that I don't know how to use this, because I've been trained." She gestured at the gun.

"What do you want?" Ilia asked, trying to stall her. She knew what she had to do. She could probably escape, but it would mean taking out Pepper Potts. She tried to strategize how to do it without hurting the woman, but it wasn't working. She was just wasting time thinking about it. What was this sympathy? Where did this pity come from? She had never had trouble killing someone before. Why should it be so now?

"I want you to tell me why you need that laptop," she looked over at it. "And why did you lie to me about Tony? And who are you really working for?" I bit my lip.

"Can you put down the gun?"

"I'm not an idiot. And I will shoot. Stop stalling."

"I-I…" Ilia stuttered. At this moment Pepper faltered for a second. She blinked. Ilia jumped into action, turning invisible and sliding out of the way. Pepper spun around, not able to find her. Ilia winced as she pressed her hands over Pepper's mouth. She struggled for a second then fell limp. Ilia gently set her down and checked her pulse.

Good. Still alive. Just knocked out for a while.

This was a bad idea, and Ilia knew it. Once Pepper woke up, she could tell S.H.I.E.L.D. where Ilia had been. But her compassion overruled her. It was becoming a weakness. It was something that needed to be purged.

For safety, Ilia took the gun away from Pepper, putting it in the back of her jeans. She picked up the laptop and cable and walked over to the elevator, pressing the button for the roof. The entire ride up all she could do was think. Think about what was going to happen.

When the time came, could she stick to her plan? Could she face the Avengers willingly? Was this the right side? They could be too strong for her. Maybe her compassion would override her again, just like it had with Pepper. Loki would be disappointed. She couldn't tell him about Pepper. But how long could she keep a lie from the god of lies?

But the question remained…Could she kill her heroes if she had to?


	7. Smile Like You Mean It

**Author's Note: **Whoo! Chapter 7! Thanks to my reviewers as always. Keep on reading and reviewing! This chapter was inspired by the song "Smile like you mean it" by The Killers. Right now… I'd say this story is roughly halfway done? But I have no real idea. Because I don't like outlines. ~Jazzy

**Chapter 7: Smile Like You Mean It**

Ilia walked out of the elevator taking one last breathe as the doors chimed and closed behind her. The wind was still furiously going on the roof. She noticed the solitary figure of Loki on the roof. He was so peaceful and calm up here alone. She saw a side of him no one ever got to see. He was a lonely god.

She knew a few tidbits about his past, but he never opened up to anyone. Instead Loki built a force field around himself, choosing to guard himself in anger and hostility. They weren't that different. But what brought them together was need, not choice. She needed a way out of S.H.I.E.L.D. and a place away from her past. He needed a skilled agent willing to betray her allies. It was pure business secured by desperation and betrayal. Each knew the other would have to betray them at one point or another.

He was tall but skinny. Compared to Thor, he looked weak. But she knew that he had a different kind of strength. Multiple times Loki had shown her magic. Used it against her even. His raven black cloak ruffled in the breeze. He stared out at the city. She swore she could hear his breathing from here.

Ilia walked over to him. He turned around with a little jump. His cool exterior was broken down for a few seconds. She could see sadness in his eyes. His mask was temporarily gone. However it returned as soon as he saw Ilia grinning.

"Did you get the supplies?" He said coldly.  
"Mhm," she handed him the laptop, which he picked up distastefully. He placed it on the ground next to him and threw the cord next to it.

"I expect you had no trouble…?" It was more of a statement then a question. Looks like the long trail of lying would have to start here, Ilia figured.

"Of course not. The whole place was abandoned. I managed to shut down their security with ease. No problems." If he saw through the lie, Loki didn't mention it. Maybe he was giving her the benefit of the doubt? No, he had a plan. Loki always had a plan.

Loki took a step closer to her. "What do I have to do now?" She asked quickly, noticing the god's advancement. He smiled.

"I have a special task for you to complete. You may not enjoy it though."  
"Nothing's enjoyable in my line of work." She fired off automatically.

Loki chuckled a little. "Not even spending time with me?"

"You're too mischievous for my tastes," she smirked.

"Pity."

Then Loki did something totally unexpected. He leaned towards her, and smoothed a piece of stray hair behind her ear. Then she felt his cold lips pressing against the side of her head. It was freezing and numbing, but there was the smallest bit ofwarmth behind it. His eyes were closed. The whole thing only lasted a few seconds, but Ilia felt it was dragging on forever.

Why was he freaking kissing her? Certainly he didn't possess feelings for a mortal. All the feelings stopped suddenly. The god of mischief had just… kissed her on the cheek. "What the actual hell, Loki?" She shouted, pressing him away from her.

"I'm sorry Ilia," he whispered. But it wasn't full of remorse at all. Instead he wore a slight grin on his face and mischief danced in his green eyes. "Don't worry, it's all part of the plan."

"Bu-" Ilia didn't feel normal. Her legs were trembling. Why that son of a- he had poisoned her! She felt her body collapsing under herself. Her vision cycled through shades of black and red. Loki put his arms behind her as she fell, catching her. Her body was full of static and ice was running through her veins.

"You'd never agree to do this otherwise…" he muttered in her ear as everything grew silent. "Besides, we both knew this had to happen..." Soon his words were lost in the roaring of the blood in her ears. She was falling asleep. She was trapped in her own body, powerless.

* * *

She had to be dead.

What else would be Loki's angle?

But this was nothing like the afterlife, she was sure. There was a humming noise perpetually in her ears and the ground was shaking. Her eyes opened slightly, her body still cold and lifeless. The ceiling was a dull grey. The ground was cold, it had to be metal. She wasn't able to tap into her gifts, probably a side effect of the poison. She only hoped that it would fade- soon.

She picked herself up, dusting off her pants. Her head was spinning. Why would Loki have to cause her to fall asleep? She had to be somewhere she really didn't want to be… But where? The laboratory. But no. It had been destroyed years ago.

Then she realized where she was. Loki had teleported her unconscious body on the Avengers Helicarrier. A place where she was probably wanted dead or alive. But preferably dead. She took a few unsteady steps. Right now she wanted nothing more than to turn invisible and simply run. But considering her lack of powers and the fact that her legs were half-numbed, she could do neither.

Instead she put a half smile on her face and tried her best to look confident and like she was supposed to be there. She heard footsteps in the corridor. She briefly wondered how long she had been unconscious. If it had been for any longer than a few minutes, someone had to be coming for her. S.H.I.E.L.D. unfortunately took security a little too serious.

The footsteps were louder and faster. "Stop right there!" A voice shouted. She was torn between limping away and standing her ground. Then she realized she'd be caught either way. It was probably best to conserve her strength and go willingly.

And none other than Captain freaking-dandy America was coming down that hallway. He was fully decked out in costume, muscles prominent. But there was something wrong with this picture. Oh right. He was frowning. "Ilia…" He said softly. She looked at him with a small margin of fear and pity.

He stepped up to her. "I'm sorry." He stated simply. She backed up a little. "But it's my orders. I have to." He grabbed her wrist with an inhuman speed. She didn't even have time to react. A pair of cold metal cuffs clicked on to her left wrist, as Steve grabbed the right. She was mute. Maybe she could have gotten away, but not like this. Not powerless. Not betrayed.

"I really am sorry," the Captain said, holding the cuffs, not looking at her eyes. "But Fury sa-"

"No. I get it." She coughed. And with a bitterly sympathetic tone she added, "You're just a soldier. You have to follow orders."

"And what does that make you?" He asked, motioning her to walk.

_A traitor._


	8. No Light, No Light

**Author's Note: **Florence and the Machine inspired. I actually put somma the lyrics on this chappie. Workin' on a new fic now. Blurb. Not even gonna talk about it. That'd just jinx it. Besides, not publishing it until I have most of it written. That'd save me a lotta grief. Keep on reviewing. Love y'all! ~Jazzy

**Chapter 8: No Light, No Light**

Her thoughts were filled with escape. But she knew she couldn't risk it here. Not on the Helicarrier, not with the Captain, not with her current track record. She couldn't just disappear in plain sight. Her hands were chaffing a bit under the cold metal cuffs. They brought back memories of a darker time... a time she couldn't think about.

Ilia knew where she was being taken. One of the interrogation rooms to have a 'discussion' with Fury. He'd want answers, revelations, he'd want her side of the story. But he wouldn't care about the details. He would just need enough to write a report about it. So he could guiltlessly sign her execution bill. She shuddered.

No, this was a conversation she just couldn't have tonight. The resolution of this conflict was that she'd die. _Stop it, _she reprimanded herself. _You might get off easily. _But even she knew the odds for that. Steve gestured for her to follow him into a room. Pale grey walls surrounded her. He sat her down gently in a chair, recuffing her hands to the arms. Even showing courtesy to a prisoner… the Captain truly was outdated. Any normal Agent would roughly tie her up, possibly shove her into a few walls on the way there.

Oh, Fury was smart. Soften her up with Captain America. Get her to feel guilty. Remorseful.

And in this chair, with these cuffs, she couldn't reach her gifts now. Two of the omnipresent guards left the room, leaving her and Steve. "I-Ilia…" He stammered. "What happened to you? Where did you go?" He was so sincere, so naïve, so caring. But Ilia wouldn't talk. She couldn't. She'd wait for Fury.

"I'd rather not talk about it." She said quietly, looking at her exposed arms. She knew that no matter what good intentions Steve had, if she told him the truth of her story, he'd leave. They all would, if they knew what she had become.

The door opened and Fury stepped in. The Cap gave him a respectful nod. Fury whispered an order in his ear, and Steve walked towards her. With an apologetic look, he took hold of her head, by the cheeks. She felt his gaze on her. "Ilia, just look at me…"

She moved her eyes up to his.

"No, she's clean," he said, releasing her. "Just normal. No Tesseract blue," Steve confirmed with Fury.

"I knew it," Fury muttered.

"I don't understand," the soldier said. "Loki hypnotizes all his workers…"  
Fury gave a small chuckle. "Our 'friend' here is incapable of being controlled. At least, by Loki and his scepter. A design flaw her creators didn't intend. Steve, you can go." He nodded at the soldier. The Cap obediently walked outside, talking to himself.

Fury's mood changed to an almost angered seriousness. "I hope you're happy with yourself."

"For what?" she spat.

"Let's think about that for a second. Perhaps… for leaving us? For helping the enemy? For standing around as Coulson died…"

"What do you want me to say?!" Ilia snarled. "That I'm guilty? That am responsible for the death of hundreds? That I'm _sorry?"_

Fury paused. "I want the truth. Not your edited version of it."

"You can't always get what you want, Fury. You should know that." She smirked. She felt the brutal sting of his hand as he slapped her on the face. Shock registered on her face for only a moment.

"This is no time for jokes." He growled. "Because of you, one of my Agents is dead. My best Agent, actually. My team is in shambles. I have the Council breathing down my neck. You were supposed to be an asset to the team, not another weight dragging us down." He turned his back to her, unable to look at her any longer.

"You should have assumed you were getting damaged goods when you found me… no one goes through that and makes it out perfect," Ilia said bitterly. "You wanted me to play both sides, be a double agent. Well guess what, Fury? Your plan worked."

"You were supposed to answer to us!" He shouted.

"Sorry," she said, without meaning it a single bit. But she was. Just a little. Coulson was dead, because she didn't move. She could have stopped Loki. She bit her lip, still feeling the sting on her cheek.

"I'm giving you one last chance."

That stopped her dead in her tracks. "What do you mean?" She asked, barely louder than a sigh.

"I need someone out there on our side. You have to clean up the mess you've made. And that means playing for our side only. I need a soldie-"

"You know I am no solider, Fury. What is this really about?"

He turned his head, looking at her grimly. "We need you to kill Loki."

She could hear all of her breaths. Her heartbeat. Kill him? "Kill him and the Council may just let you live…" He said, walking out of the room.

* * *

Less than ten minutes later, a soldier walked into the room and uncuffed her. "You're expected in the debriefing room. Now." He left after that, not speaking another word. Ilia rubbed her wrists ruefully. She stepped outside of the room, starting to navigate through the maze of the Helicarrier. Why had Loki teleported her here? Certainly he knew that Fury would take action against her. Maybe he even knew that she'd be assigned to kill him…

Ilia pushed open the doors to the Conference Room. She saw a disheartening sight. 4 of the 6 Avengers. She knew that Thor was gone, but where was Hulk? She straightened her posture and strode in. With a flash of fear, she noticed Clint sitting in the room.

And he noticed her too. "Agent Barton," she gave a grim little smile. "Good to see you're back."

"At least I did it under his control… you're just naturally a traitor!" He jumped up, only to be restrained by Black Widow.

"Hush Clint, you've been through a lot. You need to calm down…" she glared at Ilia.

"Fury pardoned you?" Captain America asked, standing up from his chair.

"For now," Ilia stared down at her hands.

"Where were you anyway?" Tony Stark questioned, resting one hand on the large window that overlooked the skies.

"Many places."

"New York, I think." Clint smirked. Before Ilia could tell him off, he spoke. "No, Agent, it was just a guess. I got freed before you left. But what better place to stay than the city that never sleeps?"

"And in my tower too…" Tony cursed. So they had figured it out… Interesting. Tony's eyes widened. "Wait… Pepper's in the tower." He strode over to Ilia. She took a few steps back. "Did you see her? I swear, if you did anything to her…" His hand was pressed around her throat.

She had returned to find a team that was desperate. They were bonded closer, not ripped farther apart. And their desperation only made them more dangerous. They knew what she was…

"I-I… sh-she's fine-" Ilia choked. "I s-s-swe-"

"Tony!" Steve ran over to Iron Man, pulling his hand away from Ilia. "Stop this madness. Now. We have to work together if we want to have any chance at defeating Loki."

Ilia breathed deeply, resting against the wall, trying to get as much air as she could. But Captain America was right… if they kept on fighting against one another, they'd only end up losing. And losing was something she couldn't afford to do.


	9. Serve In Heaven

**Author's Note: **You excited? The big battle scene is coming SOON! Next chapter will have some Loki, then after that the battle is here! I'd love to know everyone's opinions on a sequel. I have a sequel and a prequel planned. Does this seem like a good idea to you all? Would you be interested in reading more about the Avengers, Loki, and our spunky friend? As always, reviews are love! ~Jazzy

**Chapter 9: Serve In Heaven**

Ilia had to admit, this was a whole new level of awkward. The Avengers sat at the table quietly, Iron Man pulled out his phone and was rapidly typing away. Ilia felt the burning gaze of Clint fall on her more than once. Natasha held one hand on his back, trying her hardest not to glare at Ilia nearby. The one least fazed by all this was Steve, who had attempted to start a conversation earlier. But it had failed.

"How long until we're in New York?" Ilia asked with a sigh, running her hand across her neck. She could still feel Tony's hand grabbing her throat, tighter and tighter. Luckily, her powers were slowly returning to her. Next time someone grabbed her, it wouldn't end so pleasantly for them.

Steve glanced at the clock. "I think we'll be there in twenty minutes."  
"Thank god…" Ilia breathed. Steve gave her a weird look. "I-uh, mean- thank goodness," she corrected. _So touchy, _she thought. If Thor had been there, he probably would have replied with a confused _'thank me for what?' _As much of a babbling idiot Thor was, he was hard to hate.

Unless you were Loki. In which case, hating Thor came with the territory. Then again, if Thor was here, he probably wouldn't be too happy with Ilia. For both betraying them and for working with Loki to take over the world. She could imagine the conversation now. _'Why are you so intent on destroying your own world?' _Thor would ask it was never about destroying earth.

It was about escaping Fury. Escaping her past. And possibly getting a little revenge on those who mutilated her, deconstructed her, and then tried to kill her. Yeah, that never got you on someone's good side. She had nothing against Earth, just against some of its inhabitants. And while she hated Fury, he wasn't the worst of them. But he was her captor, he held the key to her gilded cage. And every once and a while, he'd shake the cage just to watch Ilia tumble around…

No, not the worst, but far from the best. Loki wasn't all that bad. At least he had reasons for doing what he was doing. Fury just had a delusional sense of duty and a hatred towards most people. He didn't 'recruit' people. Fury tricked them into joining and sealed the deal with what they needed most. She had needed protection, and he offered that, for the briefest of moments.

"You better get ready to go," Steve said. He didn't say it to anyone in particular, so everyone stood up but Tony.

"I don't need to get ready," he smirked. "The suit's almost repaired and it takes five seconds to put on. I'm fine." Natasha helped Clint up. She tried to help him through the corridor, but he dismissed her.

"I can walk just fine," Clint muttered, slamming the door behind him.

"I have nothing to 'suit up' into." Ilia said simply.

"I'm sure I can find you something," Natasha raised one eyebrow. "C'mon." It was more of a demand then an invitation. Ilia stood herself up and followed the master assassin out of the room. She gently closed the door behind her.

"Okay, what's the real deal?" Ilia asked.

"Not now," Natasha whispered. "But there is a suit for you. Follow me." And so Black Widow led her down the maze of corridors to a hallway that she'd never been before. Natasha slid an authorization card in the slot and opened the metal doors. It was a room filled with outfits, costumes, training dummies, and weapons. The assassin deftly walked through the shelves until she stopped at an almost empty portion. She pulled out a hanger and handed it to Ilia.

The hanger contained a sleek grey suit. "Put it on." Ilia unzipped the plastic wrapping. She hid behind a small curtain and put on the suit. It was tight fitting, but ended at the shoulders so her tattoos were exposed. Two small flaps on the back allowed her wings to slide out. It was a darker shade of grey, but not dark enough to be confused with black. Tall black boots went up to mid-calf. She looked confusedly at a pair of black gloves.

"They're fireproof," Natasha explained as Ilia stepped back from the curtain. She took the gloves and removed the tips. It exposed the first halves of her fingers so she could summon fire and water. Whoever had designed this had come up with everything.

"Than-"

"Don't thank me," Natasha said quickly. "Fury wanted you to wear it." Ilia couldn't help but notice the small S.H.I.E.L.D. insignia on the left shoulder.

"This means I can-"

"I think that's the point."

"What did you want to talk about?" Ilia asked, wandering over to the weapons section. She picked up a small silver dagger and placed it in her right boot. Just in case. But she hated using weapons. She wasn't trained and she always reverted to using her gifts instead.

"Look, I understand." Natasha sighed, selecting a few weapons of her own- mainly two pistols. "I was once like you. I was a rogue agent, I worked for any side that would pay me. I ended up here- for good. And people didn't trust me. Some people still don't. You can't let them get to you." She eyed Ilia cautiously.

"But I'm not here because I want to be, at least you made the choice to stay here."

"It wasn't much of a choice," Natasha laughed grimly. "I either joined them or died."

"Huh, yeah. Sounds about right for S.H.I.E.L.D…." She took a hair tie and restrained her hair into a ponytail. "So how is this going to work out?"

"What do you mean?"

"Me. Killing Loki. How does Fury expect me to do that exactly?"

"I don't think he expects you to do it. He probably wants you to die trying," Black Widow shrugged nonchalantly. "But I'll help you do it either way."

"Why?" Ilia asked automatically. "I mean- what's in it for you?"

"Let's just say I have a debt to pay Loki…."

"And you don't mind killing for it?"

"I've already got red in my ledger. Maybe this stain will wipe out the others…" She said quietly. Ilia frowned a little.

"Blood can't erase blood. It only makes the stains deeper."

"And you'd know that how?" Natasha gave her an intrigued look. "You seem a bit too young to be a killer."

"I've done many things I regret." Ilia bit the inside of her lip. "Age has nothing to do with it. I never got the chance to grow up. Other people made that decision for me."

"I see why you'd be bitter then. But enough to go to Loki's side? Seems a bit drastic."  
"We all have our weaknesses."

"And demi-gods of mischief are yours?" Natasha raised an eyebrow.

"I didn't help him because I loved him," Ilia spat. "He offered me a deal that I needed. I accepted out of necessity, not because I wanted to betray my friends. Not because I wanted people to get hurt. I think you'd understand."

Natasha looked down for a little, Ilia swore she heard the faintest whisper of _'love is for children… it's always a debt.' _"We should go now. We're landing soon, and all hell's about to break loose."

"Yeah." Ilia walked out of the room and the two women strode down the hallway in silence.


	10. Reign in Hell

**Author's Note: **Next chapter! Yay! It's coming along. (Slowly but surely). Please keep reviewing! Reviews = love. By the way, Tony does swear a bit in this chapter, luckily, I "bleeped" it all out. ANND THE FIGHT IS NIGH. Sorry for the long update wait, I got sick and I had school and art and Revengers… gaaah! Busy. Juggling 3 stories (well technically 5…) isn't easy. So please review! Ya'll are greattt! ~Jazzy

**Chapter 10: Reign in Hell**

"I'm out." Stark said, donning his suit and jumping out of the ship. The suit activated and Stark was airborne, heading directly towards New York.

"Cap, Clint, Ilia, you're with me on the Quinjet." Natasha ordered, hopping into the plane. Captain escorted the guards out and Natasha took the wheel.

"No, I got it."

"What do you mean?" Cap asked, turning to look at her.

Ilia just smiled, tapping the wings and winked as two long brown wings unfolded behind her. The Quinjet took off into the sky. "I'll meet you in New York, guys," she said, then with a running start, jumped out of the plane into the open sky.

With a smile, she noticed the look of shock registering on Cap's face. Barton knew, but only because Loki had told him, and Natasha had somehow connected the dots. So Cap was left stammering as Ilia soared off. She was faster than the Quinjet and by flying she didn't have to deal with the conversations of the others. It also gave her time to think.

With a frown, she fussed with the communicator stuffed in her ear. She steadily flew through the clouds for some time, not long enough to be exhausted, but long enough to wish she had stayed on the plane for a few minutes longer.

She felt the presence of the dagger in her boot. It wasn't that she wanted to use it. She didn't. But if she really had to kill Loki, then she would have to. If she could. It didn't seem like a task that was possible. He was always one step ahead of his opponent. He had sent her to the Avengers, of course he had a reason. There had to be a real purpose to sending her back. If he wanted her dead, why not kill her outright?  
She looked out in front of her as the clouds disappeared, replaced by the New York skyline. She could see Stark Tower looming over the rest of the city. And she could faintly see the portal machinery being set up. Ilia hurried the pace and swooped towards the building.

Ilia landed gently outside of the tower, on a landing with a large balcony and porch area. She untapped her wings, which folded behind her and melded into her back. She turned on the invisibility before taking a few cautious steps towards the door, which was left ajar. She winced when her steps clicked against the floor.

"Let's do a head count here, your brother, the demi-god, a living legend- who kinda lives up to the legend, a man with breathtaking anger management issues, myself, and a couple of master assassins. And you- you big fella-you've managed to piss them all off…" Stark quipped, pouring himself a glass of scotch, oblivious to the new arrival. _And I will assume I am left out of the 'head count,' _Ilia thought with a snicker. Loki stood nearby Stark, ready to reply, when he suddenly thought better of it.

"Ah Ilia," Loki smirked, turning towards her direction. "Glad that you could join us…" Ilia paled, and switched back into the visible spectrum. Oh right. Loki could see through her invisibility. _Well, f_ that plan. Looks like I'll have to be more direct…. _she calculated.

"Ilia-" Tony said lowly. "I thought you were with the oth - wait…." He looked incredulously at her. "You can turn invisible? You have superpowers?!"

"I, uh- yeah," Ilia stammered, realizing that no one had taken the time to tell Stark that she was gifted in more ways than just assassin-ry. "Gosh, I thought that a supergenius like you could figure that out already," she scoffed. Well, if she was going to be visible, at least she looked decent.

"Well I'll be d_, want a drink?" He offered.

"I'm underage." She said dully. Stark smiled.

"I knew that."

"Can we get back to the matter at hand?" Loki interjected with a small sigh. The scepter glowed in his hand, a constant reminder of the power that he held.

"Right." Tony took a shot. "As I was saying, there's no version that you come out on top of this. No scenario-"

"Can I just say that you two are seriously wasting time here," Ilia pursed her lips. "Time that you could be using to beat each other up or start up your army… or whatever. Oh Stark, the team is only a few minutes behind me." Loki's eye twitched.

"Oh yes, I forgot to mention this little ditty." Ilia noticed Stark putting two wristbands on his hands. Blue light glowed from the bracelets. "She's with us now. I think." He added the last part with a mutter.

"No matter to me," Loki said coolly. "Besides, how will your team cope when they are all fighting you?" Loki stepped forward, placing the scepter over Stark's glowing chest. It made a small clinking noise. "That's supposed to work."

"Performance issues, you know, one in fi-" Loki then proceeded to throw Stark out of the window. Stark went flying through the glass, and a metal rocket was soon following him.

"I don't… understand…" Loki said quietly, pacing around the room and stopping in front of Ilia.

"Tony Stark doesn't have a heart. That's where you went wrong. No heart, no spirit, no 'glowstick of destiny.'" Ilia explained.

"Like you?"

"I have a heart." She growled.

"Do you?" Loki gave his killer smirk again. "I seem to remember th-"

"Don't think for a second that I won't kill you," Ilia started to reach for the dagger in her boot. But before she could get a hold on it, she found herself being thrown against the wall by an unseen force. It had to be magic. Her body was roughly rammed against the wall, and held there, she could barely move her arms.

"Don't toy with me," Loki said, staring into her eyes. "I know what you were sent to do. I know what a fool Fury is. I have had this all planned, all tailor fit…" A pale hand traced along her jawline. "Humans are so easy to manipulate."

"How…? How did you know? What is your plan?"

She suddenly heard a loud beeping sound in her ears. Somehow the communicator was malfunctioning. Loki took it out of her ear, and set it down on the coffee table. "Don't want anyone… overhearing, do we?"

"Answer… me" she whispered.

"You are in no position to be making demands, my slippery friend." He stepped back. "When I sent you off-"

"You mean when you kissed me-"

"-I mean when I sent you, I magically 'bugged' you- I think as the Midgardians would say… so I was able to listen in and see what was happening around you. And of course I will not be revealing all my plan to you. In fact, I think you need to get prepared. My army's arriving, and you better beware… wouldn't want my pet getting hurt…" he mused.

"I'm not your p-"

"Miss me?" Tony Stark hovered over the broken shards of the window, fully doned in a new iron man suit, his robotic voice full of his natural sarcastic tones. "Leave her alone," he ordered, threatening Loki with his weaponized arm.

"I don't think I wi-" Stark blasted Loki with his glove, sending the god of mischief across the room. Ilia's bonds undid themselves and she hopped up to her feet and grabbed the dagger. She ran towards the temporarily fazed Loki, and held the weapon to the sky.

"I'm sorry, but orders are orders…" she muttered, closing her eyes.


	11. Fight Or Flight Response

**Author's Note: **A lil' bit of fighting for y'all! More to come (soonish?). Please read and review! Also- I published a oneshot a few days ago. Check it out on my profile. I'm really busy this week, but I hope to publish the next chapter quicker! ~Jazzy

**Chapter 11: Fight or Flight Response**

It was the second of hesitation that was her downfall. Dagger raised in the air, eyes squeezed shut, emotions swirling about her head. She wasn't paying attention. But she certainly heard it when the massive Norse god of thunder came crashing through the other window.

"BROTHER!" Thor bellowed, swinging his hammer around. "LADY ILIA- WHAT ARE YOU DOING?!" Thor dropped Mjolnir and pushed Ilia away from his brother. Stark still hovered nearby, but quickly left the scene. Ilia only assumed he had bad memories associated with an angry battle-hungry Thor.

Ilia was rammed quite harder then she expected. She winced as she slammed into the floor. Either Thor didn't know his own strength or he didn't care about hurting her. She struggled to get up, and shook her head. "Sorry Thor, but Fury gave me orders. Your brother's got to go," she frowned, still grabbing the dagger in a death-grip.

"Fury told you what!?" Thor's face was full of shock. Meanwhile, Ilia noticed Loki twitching and coming back to his senses. The jolt of surprise from Iron Man was wearing off. She quickly tapped her fire and summoned a small flame into her hand.

"I wouldn't leave just yet if I were you, Loki…" she muttered. Loki's scepter flew into his hand. Thor's hammer followed suit, zipping straight into his waiting hand.

"Stay out of our quarrels, Lady Ilia, they are no place for a Midgardian." Thor said with a threatening look. He grabbed Loki and pulled him up.

"Those weren't in my orders big fella-" she started to advance towards the two when-

_WHAM!_

Mjolnir slammed into Ilia's side and she went soaring. The hammer caught in her gut, propelling her through the window, shattering more of Stark Tower's windows. _Oh s_!_ She thought, flying straight outside. But the hammer's momentum stopped and she was falling hundreds of stories down. Every part of her was screaming in pain. She quickly tapped her wings, but they weren't functioning. She was falling too fast!

_Desperate times call for desperate measures! _She rationalized. And did something she hadn't done before. She tapped on her wind gift in midair.

Suddenly, she wasn't falling. She could feel every gust of wind around her. She pushed them and pulled and commanded them to _slow her down. Now. _And they complied. Her fall was slowing, her wings were pushing themselves up. She landed herself on the roof of a small building. Although, it was more of a crash-landing. She was too exhausted to untap.

Her heart was beating wildly in her chest, she was breathing fast and to the point of hyperventilation. Her eyes fluttered open and she tried to pull herself up off of the ground, but her muscles were refusing to take orders.

"Agent Ilia, did you succeed in your objective?" The voice of Fury crackled through her earpiece. It was just like Fury to be that way- more concerned about the final product then any price they had to pay. Why, she just got thrown out of a window 90 stories high. Did he care? Nope.

"Negative, Director Fury," she said with a wince, every word just reminding her of the pain she was experiencing. "Thor got in the way."

"Thor-?" He asked with a low growl, the next word was an expletive. "Ilia, forget the objective for now, you need to work with the Avengers to stop the aliens coming out of that portal."

"Understood," Ilia coughed. She struggled to get up to her feet, and finally turned off her powers. She felt even weaker then she had before. With her powers, she was complete, she was at 100% power. Without her powers she was like an empty shell. One that could feel pain.

She took a few steps around, trying to walk off the pain. The sounds of the landing quinjet echoed through the town. Explosions detonated throughout the town, and she narrowly dodged a few flying cars.

"Ilia, are you alright?" She turned around to see the concerned face of Captain America. He held his well-worn shield in one hand, and occasionally took down a few aliens as he waited for her response.

"Not really…" she muttered, rubbing her arms. Right then a Chitari craft swooped down towards them. She quickly selected her fire and shot a small burst of flame right at the hovercar. It caught on fire, much to the surprise of the alien, and crashed into the ground with a satisfying boom. Cap hopped over to the downed vehicle and took care of the surviving pilot.

"Do you think you can keep it up anyway?" He asked, as they took on another craft. Ilia continued to throw fire, until she switched to water to cool herself down.

"Well I don't have much of a choice," she replied cheekily. "If I don't, I die."  
"Good point-!" He sprinted away from the Chitari craft as it rammed into the ground just a few feet from where he had been before. "I understand you can take care of yourself?" He called out to her.

"I got it, soldier. Go ahead and rescue babies from buses or whatever it is you do!" Ilia shouted back. She took a few steps in the opposite direction. The portal then decided to spew out some sort of giant pokemon monster/ rock snake/ giant vessel of doom.

"Banner's here," an agent informed her through the headset.

"About time," Ilia murmured darkly. "We could use a giant rage monster…" Then she thought quickly about the repercussions of Banner being present. Did he know of her treachery? Did he care? Maybe he found something out… he could be mad. She wasn't upset about Banner himself being mad… only the Other Guy.

She ran towards the small assembly of heroes, silently yelling in pain with every step she took. _I. Am. So. Never. Doing. This. Again-! _She thought bitterly. _I think I'm gonna quit S.H.I.E.L.D. now…_

Yeah right. They would never let her leave. She was too valuable of an asset.

"Hang on tight guys, I'm bringing the party to you!" Stark yelled through his com. She looked up in the sky to see the leviathan trailing behind a small figure in a red metal suit.

"I don't see how that's a party…" Natasha frowned.

Ilia slid into place among the group right as Captain was talking to Bruce. "About time you showed up," Hawkeye said with a smirk.

"I got thrown out of a building. Unless you want to take a tumble too, please be quiet," she replied.

"Now might be a good time for you to get angry…" Captain said, staring at the monster, flying straight towards them. Bruce only smiled.

"That's my secret Cap… I'm always angry." He burst into the Hulk quite suddenly. Ilia jumped back in surprise. It only took the Hulk a matter of minutes to disable the monster. It gave Ilia some time to stretch out her muscles and help to escort a few pedestrians away from the scene.

"Well, that actually wasn't too ba-" she stopped when she noticed the dozens of leviathans pouring through the wormhole. "Never mind…" she added quickly, and grit her teeth. Then she looked up to Stark Tower… A dark figure remained there, next to a small Chitari hovercraft… and waved to her.

"Loki."


	12. Hold on

**Author's Note: **Here's the next chapter! Enjoy it and please keep on reviewing! I was reaaaallly busy this week and I'll still be busy next week so … er. Yeah. ~Jazzy

P.S. This chapter just feels awkward to me. It's probably because my muse ran away with another story.

P.P.S. I highly recommend "All Hallows Eve" by Aileen Auterkaia. *hint, hint*

P.P.P.S. It's very short. I know. This chapter. Next chapter will be longer. There will probably only be 2 or 3 more. Eep!

**Chapter 12:**

"Just ignore him…" Ilia muttered to herself, trying desperately not to look at the God of Mischief standing on top of Stark Tower. "You have aliens to kill…" She tapped her wings and winced as they unfurled. She could feel the blood dripping down on them, covered in small glass shards from her fall. She shook them out, trying to dislodge as much of the free glass as possible.

"Agent, do you realize who's located on Stark Tower?" Her earpiece buzzed. No, they couldn't just leave her alone.

"Who do you think he's waving to?" She said with an edge to her voice.

"Agent, are you available to confront him at this moment?" Ilia audibly sighed.

"No. I'm not about to go storming up there and go confront a bitter God of Mischief. Last time I did that, I got thrown out of a window." She was sick of this nonsense and of S.H.I.E.L.D.. "Go send Romanoff or Barton," she suggested.

"We'll discuss your insubordination later, Agent." And the voice finally shut up. Ilia massaged her head, trying to relieve the headache that had just started. She extended her wings and jumped in the air, caught by the now-rapid wind. She assumed the wind was created from the Chitari craft zooming across the skies.

As she flew above the skyline, she heard screaming. She peered down at the streets to notice a group of scared people surrounded by Chitari. One of the aliens was butting a citizen with their arm-gun. None of the other Avengers had noticed the group yet. _Don't tell me you actually want to save them, _she thought to herself. _Whatever happened to self-preservation and not being a hero?_

_If you don't save them, you'll feel guilty forever,_ her conscious reminded her. With a scowl and a flinch, she swooped down back to ground level. But before she could land, she got hit. She swore as her left leg received a nasty looking energy-shot from a Chitari warrior. "Oh heck no," she muttered, blinking rapidly, as if it would make the pain lessen.

But instead of slowing her down, she was all the more determined to fight on. The Chitari who had shot her stood next to the group of humans, switching from terrorizing them, to shooting the Avengers. Ilia struck her darkness gift and turned invisible. The warrior looked confused. Ilia landed behind him, careful not to startle him with noise, and summoned a small bead of flame, which she used to set him on fire. She quickly spun around the Chitari, disabling all of them in succession.

When all lay unconscious or dead on the ground, she turned visible again- more for the sake of the humans watching her. They mentioned their thanks, but Ilia could barely hear them. She bent down to examine her leg. The fabric of the suit she wore was charred and ripped back, exposing bare skin. About 2 inches worth of the heavy-duty fabric on her calf was missing. She could see her flesh turning a black color, and trickles of blood falling from the center of the wound.

"Head down 18th street until you reach the police safe zone, move along, quickly, quickly!" Ilia recognized that metallic voice… Iron Man soared above the crowd, gesturing for them to leave. He lowered a little, glancing at her. "You might want to get a band-aid for that, Avatar," he quipped. _So I've already got a nickname… _she shook her head.

"I'm fine. Now go do whatever the heck it is you do," Ilia said, forcing the words out of her mouth. He flashed her what she was sure was a dubious look, before flying away. She ripped the remaining fabric on her left leg from the knee down. She took it and wrapped it tightly around the wound, biting her lip to keep from crying out. That would keep it safe for now.

"Someone go and cover the eastern sector, there's a large amount of unmonitored activity there," someone said in her earpiece, directed towards the whole team.

"I'm on it. Be there in a sec," Ilia said, then regretted her decision. It would take a little longer than a second to pop to the other side of town, especially with her injuries. But if she didn't… who knew what could happen. With a flick of her wings, she was back in the air.

This time she carefully watched any alien with a gun, dodging blasts and swooping past leviathans. Once she finally reached the eastern borders, she knew exactly why a message had gone out. Chitari swarmed the streets, and even stood on top of buildings. She stayed in the air, heading towards the nearest skyscraper to take out the targets there.

She called upon the wind nearby. It obeyed her commands, though it felt sluggish in her control. With one decisive movement, she forced it towards an unsuspecting Chitari, sending him flying off the building's roof. Ilia landed down on the now vacant rooftop, continuing her aerial blasts until her hands felt numb.

"Loki's been neutralized."

"What?" She immediately responded to the com.

"Hulk's taken him down. He's not going anywhere." Ilia breathed a sigh of relief. She wouldn't have to kill him after all. But she felt a sinking feeling in the pit of her stomach. Loki's been compromised, defeated. Was it genuine? Was he deceiving them all?

And why did she feel so disappointed that he had lost?


	13. Fear Of Falling

**Author's Note: **Hello, readers! It's pretty incredible to say this but... this is the last chapter of Smudged! *wipes tear from eye* Actually, it's not *technically* the last chapter, because I will be releasing an epilogue very shortly (less than 1 week! *gasp*). Thank you so much for staying with me all this time! And please, if you've gotten this far- I'd love a review! :) ~Jazzy

P.S. I am working on "Erased" as we speak!

**Chapter 13: Fear Of Falling**

Ilia elbowed a Chitari in the gut, which helped to knock him off the building. Although it was effective, it really hurt her elbow. She activated her wings and glided down to the nearby Stark Tower. Her wings protested at the constant use she was putting them through, and Ilia knew she couldn't continue on like this for much longer.

She landed on the roof pavilion, fear escalating with every step she took. She did not want to fall back out of the building, especially when she didn't think she could fly and save herself. At first, Ilia simply couldn't find Loki.

Then she looked down.

Loki was laying crumpled in the floor, the concrete broken around him. His eyes were closed, and his eyelids fluttered occasionally, as his chest slowly rose and fell. That was the only way she knew he was still alive. She walked a bit closer. He must be seriously hurt if he hadn't gotten up yet. His black hair lay rustled and messy, fallen in his face, only moving slightly as he exhaled.

"Erm… Loki?" Ilia said tentatively. Loki's eyes shot open, and when he noticed her, he coughed a little.

_"Not really… feeling… up to talking… right…now…" _he spoke softly into her mind. Each word sounded like it took a world of effort to speak, even though it was all telepathicly communicated. His voice was raspy and cautious.

"Are you okay?" She asked, trying to disguise the small amount of worry in her voice. Then her earpiece crackled a little.

"Agent- what are you doi-" She pulled it out of her ear and stomped on it, then for good measure, incinerated it.

_"…Don't you have… a battle… to fight…in?"_

"Yeah." She paused, raising her eyebrows as she looked outside. She could see the giant Chitari craft flying around. Some surrounded the Avengers, others shot at her team. Ilia grew a frown. "But I wanted to make sure you weren't faking it or anything."

_"In… too much pain… to fake anything… right now…" _His eyes closed in pain as he telepathically spoke to her. She felt a small twinge of sympathy, but she told herself to ignore it. Don't feel bad for the bad guys. _Even though technically, you are the bad guy, _Ilia reminded herself. Well, even though she was now working on S.H.I.E.L.D.'s side, she couldn'y forget all the effort she made on Loki's behalf.

"Okay then. I'm just going to go now…" She said, slowly backing up one step at a time, never taking her eyes off of him. "Go to fight… Me… Chitari…"

Then she felt an excruciating throbbing pain in her wings, which she hadn't folded up yet. She dropped to one knee and bit her lip to keep from crying out. She looked at them and breathed heavily. It was much worse than she had originally thought. The blood and feathers had masked it… that her left wing was definitely broken. The powers had kept her oblivious to it, but now she felt it even worse.

Loki's head rose a fraction. "_You're… hurt?"_

"What-does-it-look-like-" Ilia half stammered half grunted. She regulated her breathing and tapped on her earth gift, which helped to dull the pain she was feeling. She stood herself up.

_"You could have helped me." _Loki said, his voice filled with… sorrow? Regret? No. Couldn't be. "_Then we could not have lost…"_

"No, Loki." The words seemed to echo through the building.

_No, Loki..._

Ilia paused, untapping her wings for now. "You picked the wrong planet to attack, there's your problem. Us humans? We don't… give up very easily. And by… killing Coulson… you only brought the team closer… together…" She inhaled, feeling the earth around her, comforting her enough to walk away.

_"They'll betray you…"_

"What?" She turned around to look at the God of Mischief.

_"They're already planning to. You're too expensive, too much of a risk, _Loki looked at her knowingly. _You could've just stayed with me… but now… you're just a liability to S.H.I.E.L.D.. Don't expect to get welcomed back like a hero."_

Ilia frowned. "Wasn't planning on it." She faced the window, looking out on the flaming skyline. Sirens sounded everywhere. "I never kidded myself that I was even a hero in the first place…"

Loki didn't respond, merely set his head back down in the concrete hole with a small grunt. Ilia didn't bother to look back. She wasn't feeling up to flying down to the battle, so she walked outside one of the broken windows on to the pavilion. Shards of glass and broken potted plants littered the ground. An overturned reclining chair was abandoned on the side of the building.

For a few seconds, Ilia watched the aliens zoom past her on their hovercraft. However, one of the passing Chitari soon noticed her, and flew closer.

Ilia quickly dispatched the alien with a few jabs of fire, swiftly untapping earth so fire wouldn't rebel against her and make her lose control. The alien went spinning of, their carrier exploding as fire met fuel. Then Ilia noticed a dot of red and gold flashing past her, heading straight out of New York.

Iron Man? Why was he running away?

Unfortunately for her, she was unconnected from S.H.I.E.L.D., her communicator irreparably smashed (and then burned). Whatever Stark was doing would have to remain a mystery- at least for now. If it was anything even remotely interesting, Stark would be bragging about it sometime later.

Then Ilia saw Black Widow and Selvig on the uppermost part of the roof. She raced over towards them, hopping up the small flight of stairs. Natasha was hunched over a laptop, holding Loki's staff in one hand. Her curly red hair was speckled with what looked like blood.

"Agent Romanoff, what's going on?" Ilia asked, glancing over at the laptop and portal. The portal was still glowing brightly. Ilia then noticed Selvig was miraculously no longer under Loki's control, just like Hawkeye had been. But if Selvig was freed... then why was the portal still on? Wouldn't Selvig know how to shut it off? "Why's the portal still going?" she asked.

Natasha spun around. "Agent Ilia- you don't know? There's a nuclear warhead headed straight for New York, Stark's gone to get it, and put it through the portal, to wherever the Chitari are coming from." She gave Ilia a severe look. "Can you help defend our position until then?"

"Sure thing," Ilia gave a half-smile. A Chitari flew by, and Ilia caused them to fly off track into a nearby building with a particularly strong current of wind. Then another one. They were starting to swarm the top of the tower. Probably because they weren't idiots and could tell that someone was about to close their portal. So Ilia rocketed out a few waves of water, dousing the electricity in the machines and causing them to shock their riders. A few beads of flame set them on fire. And she set her earth to work to help dull the pain.

But there were too many of them. They all were massing on her, and so Ilia did something that she would seriously regret… she tapped on darkness and vanished.

At first, the Chitari were confused. They had no idea where she had gone. They started searching for her, but while they were preoccupied, she set to work dispatching them with her powers.

She felt the power rising in her, and her pain was sufficiently being numbed. She felt better then she had ever felt before. Never before had she used all the elements at once, and she was at her finest. However, Ilia didn't know something vitally important… using all five at once caused a burnout.

Quite rapidly her powers dissipated and she was left helpless. She tapped her tattoos, hoping to jump start the gifts, but they weren't working. And the Chitari could now see her. "Help!" She managed to screech, before one of them roughly grabbed her by the wrist.

Black Widow's head shot up, and she ran over to help, but she was too late.

Before Ilia could do anything, the Chitari had thrown her over the building into the air beside it. She was falling, and she could do nothing to stop it.


	14. Epilouge

**Author's Note: **This is it. The last part of Smudged. Thank you so much for reading! I will release book 2 in the upcoming weeks, so be sure to watch out for that! *wipes a solitary tear from eye* And to celebrate the ending, here's a nice cliffhanger for you. Please review, if you liked it. If you didn't, I'd love some constructive criticism! ~Jazzy

**Epilogue: A Hospital and an IV**

Ilia woke up.

She cautiously blinked her eyes. All she could see was blindingly white light. She heard a faint beeping sound coming from her right. The sound of her heartbeat. It increased a little as she grew a bit anxious, but she breathed deeply, and it settled back down.

An IV was inserted into both her arms, neither of which she could feel. Somehow they were numbed. She vaguely noticed she was wearing a hospital gown, only her arms were bound in a thick cloth, where her tattoos were placed. She glanced around the room.

No one was inside. At least for now. She didn't know how long she had been stuck in the dreamless sleep, or who had even found her. By the look of her arms, it was a S.H.I.E.L.D. agent… but who knew?

The door knob twisted, and Ilia's eyes fluttered shut, as she regulated her breathing to make it seem like she was back in the coma.

Two sets of footsteps. The door closed silently.

"Agent, I want you to monitor this subject." A deep voice said. Ilia could recognize it as Nick Fury's.

"Yes sir. What should I do when she wakes up?" Another voice, unrecognizable, said. It sounded young and spoke with hesitation.

Fury paused for a moment before answering, "First, notify myself. I want to know when she's up, so I can talk to her. There are a few questions I need to have answered."

"And then what sir?"

Ilia could feel bile rising up in her throat. She dreaded the next words. But she was sure she knew what they were going to say. Nick Fury cleared his throat. The words of Loki seemed to echo in her ears. _They will betray you..._

"Then, Agent, I want you to kill her."


	15. Sequel Notice!

**Author's Note:**

Hey all! This is just a brief note to tell you all that Erased has been released! The prologue is now up, and you can acess the story through my profile. Thank you for reading this story, and I hope you enjoy Erased even more! Also, please review Erased, I'd love to get some reviews on it! Thanks once again! ~Jazzy


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